EMPLOYMENT AGREEMENT

1.

EMPLOYMENT. Employer hereby employs Employee, and Employee hereby accepts employment with Employer, upon the terms and conditions set forth in this Agreement.

2.

TERM OF EMPLOYMENT. The employment of Employee pursuant to the terms of this Agreement shall commence as of May 1, 2005 and shall continue for a period of five (5) years, unless sooner terminated pursuant to the provisions hereof; PROVIDED, HOWEVER, that this Agreement shall, unless earlier terminated, as of the fifteenth of each month of the term of this Agreement, be automatically extended for an additional month.

3.

DUTIES.

3.1.

BASIC DUTIES. Subject to the direction and control of the Chief Executive Officer and the Board of Directors of Employer, Employee shall serve as Executive Vice President and Chief Financial Officer of Employer and shall fulfill all duties and obligations of such office including but not limited to the following:

(i)

Assist the CEO in administering the corporate affairs,

(iii)

Act as Chief Accounting Officer of the Company,

(v)

Coordinate external Accounting Activities,

(vii)

Coordinate and cultivate market makers, and

3.2.

OTHER DUTIES OF EMPLOYEE. In addition to the foregoing, Employee shall perform such other or different duties related to those set forth in Paragraph 3.1 as may be assigned to him from time to time by Employer, PROVIDED, HOWEVER, that any such additional assignment shall be at a level of responsibility commensurate with that set forth in Paragraph 3.1 and PROVIDED, FURTHER, that Employee may serve, or continue to serve, on the boards of directors of and hold any other offices or positions in, companies or entities that in the judgment of Employer will not present any conflict of interest with Employer or any of its operations or adversely affect the performance of Employee’s duties pursuant to this Agreement.

3.3.

TIME DEVOTED TO EMPLOYMENT. Employee shall devote his full time to the business of Employer during the term of this Agreement to fulfill his obligations hereunder.

3.4.

PLACE OF PERFORMANCE OF DUTIES. The services of Employee shall be performed at Employer’s place of business, Little Rock, Arkansas, and at such other locations as shall be designated from time to time by Employer.

3.5.

SERVICES AS OFFICER OR DIRECTOR. During the employment period, Employee shall, if elected or appointed, serve as a director of Employer and as an officer and/or director of all current and future subsidiaries or affiliates of Employer without any additional compensation for such services.

4.

COMPENSATION AND METHOD OF PAYMENT.

4.1.

TOTAL COMPENSATION. As compensation under this Agreement, Employer shall pay and Employee shall accept the following:

(1)

BASE COMPENSATION. For each year of this Agreement, measured from the effective date hereof, base compensation of $200,000.00 (Two Hundred Thousand United States Dollars), and further increased as may be approved from time to time by the Compensation Committee of the Employer, but by a minimum of 15% annually. Upon the base compensation becoming $500,000.00, the minimum annual increase will change to the Consumer Price Index for All Urban Consumers (“the CPI-U”) for the most recent quarter available at the time of the increase. All such increases shall be effective as of the beginning of such calendar year in which the increase becomes effective pursuant to the terms hereof or as approved by the Employer, as the case may be. Such adjustments may be based on the performance of Employer, the value of Employee to Employer or any other factors considered relevant by Employer.

(2)

INCENTIVE COMPENSATION. For each year the Employer shall pay to Employee as incentive compensation (“Incentive Compensation”), in respect of each fiscal year or portion thereof included within the Employment Period, an amount (up to one hundred percent (100%) of his Base Compensation) determined in accordance with a formula to be established annually in good faith by the Compensation Committee of the Board of Directors of Employer thereof authorized to act on compensation matters and, in the case of each fiscal year commencing after December 31, 2005, communicated to Executive prior to the beginning of such fiscal year, such formula to give a fifty percent (50%) weight to Employee’s performance (measured by such method or combination of methods as the Compensation Committee shall deem fair and equitable) during each fiscal year, and a fifty percent (50%) weight to Employee’s performance (determined by the Board of Directors or the Compensation Committee on the basis of personal goals established for Employee) during each fiscal year. The formula shall be established so that Employee will have a reasonable opportunity, through diligent performance of his duties, to earn the maximum Incentive Compensation, with partial Incentive Compensation being earned for partial achievement of the performance standards.

(3)

PERIODIC PERFORMANCE COMPENSATION. In addition to Incentive Compensation, special compensation can be determined periodically by the Compensation Committee to be paid for unusual activities such as, but not inclusive of the following: 1) complete merger or acquisition of a new business or technology, 2) execution of new contracts in excess of twenty percent (20%) of existing revenues of Employer, 3) a substantial increase in stock price, 4) completion of any financing arrangement necessary to accomplish Employer’s goals, and 5) other unusual events that are determined to be significant by the Compensation Committee.

(4)

EXPENSE REIMBURSEMENT. Reimbursement of such discretionary expenses, including travel expenses, as are reasonable and necessary, in the judgment of the Employer, for Employee’s performance of his responsibilities under this Agreement.

(5)

STOCK OPTIONS. Nonqualified options issued at the discretion of the Employer.

(6)

RESTRICTED STOCK GRANTS. Restricted stock issued at the discretion of the Employer.

(7)

EMPLOYEE FRINGE BENEFITS. Participation in Employer’s employee fringe benefit programs in effect from time to time for employees at comparable levels of responsibility. Participation will be in accordance with any applicable policies adopted by Employer. Employee shall be entitled to vacations, absences for illness, and to similar benefits of employment, and shall be subject to such policies and procedures as may be adopted by Employer. Without limiting the generality of the foregoing, it is initially anticipated that such benefits of employment shall include four (4) weeks vacation during each 12-month period of employment with Employer (which shall accrue monthly on a PRO RATA basis and which shall be carried forward for a period not to exceed three (3) years and otherwise in accordance with Employer’s policies); major medical and health insurance; life and disability insurance; and stock option plans for employees and members of the Board of Directors. Employer further agrees that in the event it offers disability insurance to its employees, Employer shall arrange for Employee to be covered by similar insurance.

(8)

In addition, Employee shall be entitled to: (a) a car allowance of $1,000.00 per month, and (b) if for any reason Employee shall not be covered by a health insurance policy of Employer, a medical insurance coverage expense allowance of $1,000.00 per month.

(9)

LIFE INSURANCE. The Employer shall pay all premiums for one or more life insurance policies upon the life of the Employee in an aggregate face amount equal to two and one-half times (2&1/2) the Base Compensation of Employee. The death benefit or benefits shall be payable to such beneficiary or beneficiaries as Employee shall designate in writing to Employer. Employee shall aid Company in procuring such insurance, as well as in obtaining any other life, health, accident, disability, or other insurance which Employer should at any time apply for, it its own name ant its own expense, to ensure Employer’s obligations hereunder, by submitting to the usual and customary medical examinations and by completing, executing, and delivering such applications and other instruments in writing as may be reasonably required by any insurance company or companies.

(10)

OTHER BENEFITS. Employer shall pay or shall reimburse Employee for his reasonable expenses in connection with (i) obtaining from time-to-time of financial planning advice; (ii) preparation of personal Federal and State income tax returns; and (iii) cost of annual medical physical examinations. While employed, the Employer shall also pay the initiation fee and the annual and/or monthly dues and/or assessments for the Employee’s membership in social and/or business clubs, business organizations, and social and/or civic groups of Employee’s choosing. The employer will also provide parking for the Employee at the place of business at no cost to the Employee.

(11)

In the event of a Change of Control of Employer (as such term is defined in Section 4.3 hereof). Employee shall be entitled to receive the balance of the unpaid base compensation (“Unpaid Base Compensation”) which would otherwise be payable to Employee during the remainder of the term of this Agreement pursuant to Section 4.1(1) hereof within thirty (30) days of the date of such Change of Control and any and all stock options and/or restricted stock grants granted to Employee pursuant to Section 4.1(5) and 4.1(6) hereof and otherwise shall vest immediately upon the date of such Change of Control; PROVIDED, HOWEVER, in the event of such Change of Control of Employer, the term of this Agreement shall automatically be extended to a period of five (5) years from the date of such Change of Control of Employer for purposes of this Section 4.1(11).

(12)

MOVING EXPENSES. In the event that during the term of this agreement, Employee is transferred by Employer to a new principal place of work at least 100 miles further from his residence at the time of transfer (“current residence’) than his principal place of work at the time of the transfer, Employer shall reimburse Employee for all reasonable expenses incurred for:

(ii)

The expenses of a one-way trip, including meals and lodging, by Employee and Employee’s spouse, from the current residence to the new place ofresidence.